WVC 31 E- 8 - 825
§31E-8-825. Committees.
(a) Unless the articles of incorporation or bylaws provide
otherwise, a board of directors may create one or more committees
and appoint members of the board of directors to serve on them.
Each committee must have two or more members, who serve at the
pleasure of the board of directors.

(b) The creation of a committee and appointment of members to
it must be approved by the greater of: (1) A majority of all the
directors in office when the action is taken; or (2) the number of
directors required by the articles of incorporation or bylaws to
take action under section eight hundred twenty-four of this
article.

(c) Sections eight hundred twenty, eight hundred twenty-one,
eight hundred twenty-two, eight hundred twenty-three and eight
hundred twenty-four of this article, which govern meetings, action
without meetings, notice and waiver of notice, and quorum and
voting requirements of the board of directors, apply to committees
and their members as well.

(d) To the extent specified by the board of directors or in
the articles of incorporation or bylaws, each committee may
exercise the authority of the board of directors under section
eight hundred one of this article.

(e) A committee may not, however:

(1) Approve or propose to members action that this chapter
requires be approved by members;

(2) Fill vacancies on the board of directors or on any of its
committees;

(3) Amend articles of incorporation pursuant to section one
thousand two, article ten of this chapter;

(4) Adopt, amend, or repeal bylaws;

(5) Approve a plan of merger;

(6) Approve a sale, lease, exchange or other disposition of
all, or substantially all, of the property of a corporation; or

(7) Approve a proposal to dissolve.

(f) The creation of, delegation of authority to, or action by
a committee does not alone constitute compliance by a director with
the standards of conduct described in section eight hundred thirty
of this article.

Note: WV Code updated with legislation passed through the 2016 Regular Session
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